HMG/Courtland Properties, Inc. v. Gray
Delaware Chancery Court
749 A.2d 94 (1999)
Gray and Fieber (defendants) were two of five directors at HMG (plaintiff), a real estate company; Gray negotiated the sale of HMG property to NAF, in which he secretly held an interest through relatives and other businesses, while Fieber (who openly disclosed and abstained due to his own separate interest in NAF) knew of Gray's hidden interest but never disclosed it either. Gray voted to approve the sale, the other directors approved it unaware of Gray's conflict, and HMG later sued Gray and Fieber for breaching their fiduciary duties of loyalty and care.
Whether a corporate director's undisclosed self-dealing transaction is voidable unless the interested director proves the entire fairness of the transaction.